Terms of Services
PURCHASE ORDER TERMS
Rev. April 2024 1063781-1
By accepting these Purchase Order Terms (“Terms”) you agree: (a) to be bound by all the
terms and conditions of these Terms, including all terms and conditions incorporated by
reference; and (b) that you have authority to bind you and the entity you represent
(“Vendor”) to these Terms.
1. Purchase Orders; Pricing and Taxes: These Terms govern Revival by G & N purchase of
Products from Vendor. “Products” means all goods, including labeling and packaging,
provided to .
obligated to sell Products, until Vendor accepts a purchase order (“PO”). Vendor will be
deemed to have accepted these Terms upon the earlier of: (a) shipping of the Products
to
substitute Products or combine POs without
will communicate shortages or overages in Products to Vendor at the time of payment
(or at such other time as
Products not received, or received but not ordered.
document acknowledging receipt of Products does not constitute acceptance of those
Products.
Products to the carrier. The PO provides Product prices and payment terms, and may
include discounts or rebates. Prices include any commissions and other charges, unless
otherwise noted. Vendor may charge
charge purchasers of the Products, if the tax amounts are stated separately on Vendor’s
invoice for the Products; however, if
for the state in which Revival by G & N is registered for sales and use taxes, then Vendor will not
charge or collect from
responsible for other fees, taxes and duties, including any taxes Vendor may owe on
payments Vendor receives under these Terms.
2. Product Images/Information: Vendor will make available to
materials and other metadata requested by Revival by G & Nor required by law to be disclosed
in any sale or advertisement for each Product (“Product Information”), including,
without limitation, product name, UPC, brand, list price, fabric content (if the product is
a textile product), and country of origin. Vendor may choose to provide
logos, publicity images, and other content or materials (“Promotional Materials”).
Vendor grants
irrevocable and royalty-free license to: (a) use, copy and display the Product Information
and Promotional Materials on or in connection with any website (or similar ecommerce
channel, such as applications on mobile devices) owned or operated by
affiliates; (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise
create derivative works of the Product Information and Promotional Materials; (c) use
all trademarks or tradenames included in the Product Information and Promotional
Materials; and (d) sublicense any of the foregoing rights to parties participating in
restrictions.
3. Warranties: Vendor represents, warrants and covenants that: (a) the Products are
genuine and free from defects; (b) all materials and other items incorporated into the
Products are new (not refurbished or reconditioned), unless Vendor has received Revival by G & Nprior written consent otherwise; (c) the Product Information and Promotional
Materials are accurate and complete, and
Terms will not violate any third party’s rights; (d) Vendor will comply with, and the
Products, Product Information, Promotional Materials and import documentation (if
applicable) comply with, all applicable laws and rules (including the Textile Fiber
Products Identification Act, the Fur Products Labeling Act and the Wool Products
Labeling Act); (e) the Products may be lawfully marketed, sold and distributed
throughout the U.S. without restriction (e.g., no Products made from an endangered
species); (f) no Products will be provided to
of Transportation regulations as hazardous materials without
consent; (g) no Products were produced, manufactured, assembled, or packaged by
forced, prison or child labor (defined as age 15 or the minimum working age within the
applicable jurisdiction, whichever is older); and (h) Vendor possesses clean and clear title
to, and has the unencumbered right to sell, each of the Products.
4. Product Returns; Effect of Remedies; Product Recalls:
Vendor’s expense any Product that (a) is damaged or defective, (b) does not conform to
agreed specifications or to samples, (c) is subject to recall, (d) was not ordered
returned under these Terms will pass to Vendor upon delivery by
Payment of an invoice does not limit
immediate written notice of any recall. Vendor is responsible for costs Revival by G & N incurs in
a recall.
5. Vendor Defense and Indemnification: Vendor will defend, indemnify, and hold
harmless
its affiliated companies, and their respective officers, directors,
employees, and agents (the “
cost, or expense that arises, directly or indirectly, from any: (a) death of or injury to any
person, damage to any property or any other damage or loss due to any defect in or use
of any Product; (b) Product recall; (c) infringement or misappropriation of any
proprietary right by Products, Product Information, Promotional Materials, or other
content Vendor provides to ;
intentional misconduct; (e) Vendor’s breach of these Terms; or (f) Vendor’s failure to
state accurate Product descriptions, adequate warnings, or instructions (individually, a
“Claim”, and collectively, the “Claims”). Vendor will not consent to the entry of a
judgment or settle without the
unreasonably withheld. Vendor will use counsel reasonably satisfactory to the
Parties, and the
any
that
Vendor’s indemnification obligations). Vendor’s obligations under this Section 5 are
independent of its other obligations under these Terms.
6. Limitation of Liability:
SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR
OPPORTUNITIES.
7. Shipping: The parties will agree which party is responsible for managing and paying
for transportation of Products
Vendor will deliver the Products to the
damage or loss for the Products will pass to
to the carrier. When Vendor pays for transportation, title and risk of damage or loss for
the Products will pass to
importer of any Products, Vendor will prepare and submit all documents required to
enter those Products into the United States, and will pay any additional fees or charges
due to insufficient documentation. Vendor will be the importer, at its expense, of any
Products
8. Confidential Information: Vendor will (a) protect
identified as confidential or that reasonably should be considered confidential; (b) use
this information only to fulfill its obligations under these Terms; and (c) promptly return
to
confidential information regardless of when Vendor receives it. Vendor will not, without
prior written consent, use any trademark, service mark, commercial symbol,
or other
9. Miscellaneous: Either party may terminate these Terms with 60 days’ prior written
notice, subject to Vendor fulfilling all POs it accepts before the effective date of
termination. Sections 1 through 6, 8 and 9 shall survive termination of these Terms.
Vendor will not assign these Terms, or any obligation or right (including any right to
payment) in these Terms, without
governed by Washington state law, without reference to any applicable conflict of laws
rules or the Convention on Contracts for the International Sale of Goods. Vendor
irrevocably consents to exclusive jurisdiction of King County, Washington, courts for
disputes arising out of these Terms.
to
related to this Agreement. If Vendor does not respond within a reasonable period after
receiving an audit claim,
The parties’ rights and remedies under these Terms are cumulative. Either party’s failure
to enforce any provision will not be a waiver of the party’s rights to subsequently enforce
the provision. If any provision is held to be invalid, then that provision will be modified
to the extent necessary to make it enforceable, and any invalidity will not affect the
remaining provisions. These Terms incorporate, and Vendor will comply with, the
Vendor Operations Manual, and any other terms, conditions, policies, guidelines, or
rules that Revival by G & N makes available to Vendor, including any updates to such Program
Policies from time to time (collectively, “Program Policies”). To the extent there is a
conflict between these Terms and the Program Policies, the terms of these Terms will
control. Vendor may use standard business forms or other communications (such as
invoices, confirmations or shipping documents), but use of these forms is for
convenience only and will not alter or supersede the provisions of these Terms.
WILL NOT BE BOUND BY, AND OBJECTS TO, ANY PROVISION THAT IS DIFFERENT FROM
OR IN ADDITION TO THE PROVISIONS OF THIS PO (WHETHER IN ANY QUOTE, INVOICE,
ACCEPTANCE, CONFIRMATION O